Convertible preferred stock, tranche liability and stockholders’ deficit | 10. Convertible preferred stock, tranche liability and stockholders’ equity (deficit) As described in Note 1, all previously outstanding convertible preferred stock was converted to common stock upon the completion of the Company’s IPO in June 2018. At December 31, 2017, convertible preferred stock consisted of the following (in thousands, except per share amounts): Shares Issuance Shares issued and price per Carrying Liquidation authorized outstanding share value preference Series A‑1 151,773 151,773 0.16472 $ 22,650 $ 25,000 Series A‑2 173,453 173,453 0.23061 39,979 40,000 Series B 234,955 234,955 0.29793 69,757 70,000 Total 560,181 560,181 $ 132,386 $ 135,000 Series A preferred stock On May 4, 2016, the Company entered into a purchase agreement (the “Series A Purchase Agreement”) for a private placement of up to 151,772,701 shares of Series A‑1 Convertible Preferred Stock (the “Series A‑1 Preferred Stock”) and 173,453,018 shares of Series A‑2 Convertible Preferred Stock (the “Series A‑2 Preferred Stock” and together with the Series A‑1 Preferred Stock, the “Series A Preferred Stock”) under the Series A Purchase Agreement. Of the 325,225,719 authorized shares of Series A Preferred Stock, 151,772,701 shares were designated Series A‑1 Preferred Stock at $0.16472 per share and 173,453,018 shares were designated Series A‑2 Preferred Stock at $0.23061 per share. The Series A Purchase Agreement obligated the investors to purchase, at the election of the Company’s board of directors (the “Board of Directors”), the Series A‑2 Preferred Stock at $0.23061 per share upon achieving certain clinical milestones. The determination as to whether the milestone event was met was subject to the certification by (i) the Board of Directors and (ii) the holders of at least a majority of the then‑outstanding Series A Preferred Stock. The Series A Purchase Agreement also obligated the Company to sell to each investor that elects to purchase such investor’s portion of Series A‑2 Preferred Stock at any time such number of shares of Series A‑2 Preferred Stock pro rata in accordance with the number of Series A‑1 Preferred Stock purchased at the initial closing (the “Tranche Rights”). In January 2017, the Company achieved its clinical milestone obligating the Company to sell its Series A‑2 Preferred Stock at $0.23061 per share. The milestone closing occurred on February 2, 2017. As of December 31, 2017, 151,772,701 shares of the Series A‑1 Preferred Stock and 173,453,018 shares of the Series A‑2 Preferred Stock were issued and outstanding. These shares were issued in exchange for cash proceeds of $64.7 million, net of issuance costs. Series B preferred stock On December 11, 2017, the Company entered into a purchase agreement (the “Series B Purchase Agreement”) for a private placement of 234,954,520 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”). All 234,954,520 authorized shares of Series B Preferred Stock were designated at $0.29793 per share. As of December 31, 2017, 234,954,520 shares of the Series B Preferred Stock were issued and outstanding. These shares were issued in exchange for cash proceeds of $69.8 million, net of issuance costs. Dividends The holders of the Series A and Series B Preferred Stock are not entitled to receive dividends unless declared by the Board of Directors of the Company in accordance with the Company’s certificate of incorporation, as amended from time to time. No dividends have been declared since inception. Liquidation preference Upon a liquidation of the Company, the assets of the Company or proceeds available for distribution to the Company’s stockholders shall be paid as follows: (a) first, for each share of Series B Preferred Stock the greater of (i) one times the original purchase price plus declared and unpaid dividends on such share, or (ii) such amount as would have been payable had all shares of Series B Preferred Stock been converted to common stock immediately prior to such liquidation; and (b) then, for each share of Series A Preferred Stock the greater of (i) one times the original purchase price plus declared and unpaid dividends on such share, or (ii) such amount as would have been payable had all shares of (A) Series A‑1 Preferred Stock been converted to common stock, in the case of Series A‑1 Preferred Stock and (B) Series A‑2 Preferred Stock been converted to common stock, in the case of Series A‑2 Preferred Stock immediately prior to such liquidation. The balance of any proceeds shall be distributed pro rata to holders of common stock. If upon liquidation, the assets of the Company or proceeds available for distribution to its stockholders are insufficient to pay the holders of the Series B Preferred Stock as to their respective liquidation preferences the full amount entitled, the holders of the Series B Preferred Stock shall share ratably any distribution of the assets or proceeds available for distribution. If upon liquidation, the assets of the Company or proceeds available for distribution to its stockholders, after payment in full of the liquidation preferences to holders of the Series B Preferred Stock, are insufficient to pay the holders of the Series A Preferred Stock as to their respective liquidation preferences the full amount entitled, the holders of the Series A Preferred Stock shall share ratably any distribution of the remaining assets or proceeds available for distribution. Conversion update Shares of preferred stock are convertible into such number of fully paid and non‑assessable shares of common stock as determined by dividing the original issuance price by the conversion price at the time in effect, subject to adjustment. The original conversion price is $0.16472 for Series A‑1 Preferred Stock, $0.23061 for Series A‑2 Preferred Stock, and $0.29793 for Series B Preferred Stock, in each case, subject to adjustments to reflect the issuance of common stock, options, warrants, or other rights to subscribe for or to purchase common stock for a consideration per share, less than the conversion price then in effect and subsequent stock dividends, stock splits, combinations, or recapitalizations. Conversion is at the option of the respective holders of Series A and Series B Preferred Stock, although conversion is automatic upon the earlier of (a) the consummation of an underwritten public offering resulting in gross proceeds to the Company of at least $70 million and a share price of at least $0.446895 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization), or (b) the date and time, or the occurrence of an event, specified by the vote or written consent of the holders of at least majority of the then outstanding shares of Series A and Series B Preferred Stock, respectively; provided, that the outstanding shares of Series B Preferred Stock will not convert into shares of common stock pursuant to clause (b) without the approval of at least a majority of the then‑outstanding Series B Preferred Stock, including one or more holders of Series B Preferred Stock that (i) individually, or together with such holders’ affiliates, do not hold any Series A Preferred Stock and (ii) individually or collectively are the record holders of at least 30,208,439 shares of Series B Preferred Stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock. Voting rights Holders of the Series A and Series B Preferred Stock are entitled to vote as a single class with the holders of common stock and shall have one vote for each equivalent common share into which the preferred stock is convertible. The holders of Series B Preferred Stock are entitled to elect one director to the Board of Directors; the holders of Series A Preferred Stock are entitled to elect four directors to the Board of Directors; and the holders of Preferred Stock and the holders of common stock on an as‑converted to common stock basis, are entitled to elect the remaining directors. Tranche rights with Series A preferred stock The Company concluded that the Tranche Rights met the definition of a freestanding financial instrument, as the Tranche Rights were legally detachable and separately exercisable from the Series A‑1 Preferred Stock. Since the Series A Preferred Stock was contingently redeemable upon the occurrence of a deemed liquidation event, the Tranche Rights are classified as an asset or liability under ASC 480, Distinguishing Liabilities from Equity and are initially recorded at fair value. The Tranche Rights were measured at fair value at each reporting period. Since the Tranche Rights were subject to fair value accounting, the Company allocated the proceeds to the Tranche Rights based on the fair value at the date of issuance with the remaining proceeds being allocated to the Series A‑1 Preferred Stock. The estimated fair value of the Tranche Rights was determined using a Monte Carlo simulation. The simulation considered the timing of achieving the successful clinical milestone, the post‑money valuation as of May 2016, the risk‑free rate commensurate with the estimated time until the Series A‑2 transaction, and the volatility estimates. Based on the analysis, the Company recorded a preferred stock tranche liability of $2.1 million at the issue date to account for the obligation to issue shares of the Series A‑2 Preferred Stock at a predetermined fixed price at the future settlement date. At December 31, 2016, the Company remeasured the fair value of the Tranche Rights and recognized a non‑cash gain of $2.1 million which was included in other income in the statements of operations and comprehensive loss. The milestone event obligating the Company to issue the Series A‑2 Preferred Stock as of December 31, 2016 had been substantially achieved, and there was only a short amount of remaining time until the anticipated Series A‑2 transaction. The Company concluded that the estimated fair value of the Series A‑2 Preferred Stock was commensurate with the predetermined fixed price. As such, the preferred stock tranche liability had no value as of December 31, 2016. The milestone event occurred in January 2017, and the Company’s Board of Directors and the holders of at least a majority of the then‑outstanding Series A Preferred Stock certified that the milestone event had been achieved. The Series A‑2 Preferred Stock was issued on February 2, 2017. Common stock As of December 31, 2018 and 2017, the Company had reserved common stock, on an as if converted basis, for issuance as follows (in thousands): As of December 31, Series A-1 convertible preferred stock - 5,502 Series A-2 convertible preferred stock - 6,288 Series B convertible preferred stock - 8,517 Stock options issued and outstanding 3,959 1,498 Unvested restricted stock 195 488 4,154 22,293 |